{"id":38413,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-stock-plan-visx-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-stock-plan-visx-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-stock-plan-visx-inc.html","title":{"rendered":"2000 Stock Plan &#8211; VISX Inc."},"content":{"rendered":"<pre>                               VISX, INCORPORATED\n\n                                 2000 STOCK PLAN\n\n\n        1. Purposes of the Plan. The purposes of this 2000 Stock Plan are:\n\n        -      to attract and retain the best available personnel for positions\n               of substantial responsibility,\n\n        -      to provide additional incentive to Employees, Directors and\n               Consultants, and\n\n        -      to promote the success of the Company's business.\n\n        Options granted under the Plan may be Incentive Stock Options or\nNonstatutory Stock Options, as determined by the Administrator at the time of\ngrant.\n\n        2. Definitions. As used herein, the following definitions shall apply:\n\n            (a)\"Administrator\" means the Board or any of its Committees as shall\nbe administering the Plan, in accordance with Section 4 of the Plan.\n\n            (b) \"Applicable Laws\" means the requirements relating to the\nadministration of stock option plans under U. S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany foreign country or jurisdiction where Options are, or will be, granted under\nthe Plan.\n\n            (c) \"Board\" means the Board of Directors of the Company.\n\n            (d) \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n            (e) \"Committee\" means a committee of Directors appointed by the\nBoard in accordance with Section 4 of the Plan.\n\n            (f) \"Common Stock\" means the common stock of the Company.\n\n            (g) \"Company\" means VISX, Incorporated, a Delaware corporation.\n\n            (h) \"Consultant\" means any person, including an advisor, engaged by\nthe Company or a Parent or Subsidiary to render services to such entity.\n\n            (i) \"Director\" means a member of the Board.\n\n   2\n\n            (j) \"Disability\" means total and permanent disability as defined in\nSection 22(e)(3) of the Code.\n\n            (k) \"Employee\" means any person, including Officers and Directors,\nemployed by the Company or any Parent or Subsidiary of the Company. A Service\nProvider shall not cease to be an Employee in the case of (i) any leave of\nabsence approved by the Company or (ii) transfers between locations of the\nCompany or between the Company, its Parent, any Subsidiary, or any successor.\nFor purposes of Incentive Stock Options, no such leave may exceed ninety (90)\ndays, unless reemployment upon expiration of such leave is guaranteed by statute\nor contract. If reemployment upon expiration of a leave of absence approved by\nthe Company is not so guaranteed, then three (3) months following the\nninety-first (91st) day of such leave, any Incentive Stock Option held by the\nOptionee shall cease to be treated as an Incentive Stock Option and shall be\ntreated for tax purposes as a Nonstatutory Stock Option. Neither service as a\nDirector nor payment of a director's fee by the Company shall be sufficient to\nconstitute \"employment\" by the Company.\n\n            (l) \"Exchange Act\" means the Securities Exchange Act of 1934, as\namended.\n\n            (m) \"Fair Market Value\" means, as of any date, the value of Common\nStock determined as follows:\n\n                (i) If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its\nFair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system on\nthe day of determination, as reported in The Wall Street Journal or such other\nsource as the Administrator deems reliable;\n\n                (ii) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na Share of Common Stock shall be the mean between the high bid and low asked\nprices for the Common Stock on the day of determination, as reported in The Wall\nStreet Journal or such other source as the Administrator deems reliable; or\n\n                (iii) In the absence of an established market for the Common\nStock, the Fair Market Value shall be determined in good faith by the\nAdministrator.\n\n            (n) \"Incentive Stock Option\" means an Option intended to qualify as\nan incentive stock option within the meaning of Section 422 of the Code and the\nregulations promulgated thereunder.\n\n            (o) \"Nonstatutory Stock Option\" means an Option not intended to\nqualify as an Incentive Stock Option.\n\n            (p) \"Notice of Grant\" means a written or electronic notice\nevidencing certain terms and conditions of an individual Option grant. The\nNotice of Grant is part of the Option Agreement.\n\n\n                                      -2-\n   3\n\n\n            (q) \"Officer\" means a person who is an officer of the Company within\nthe meaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n            (r) \"Option\" means a stock option granted pursuant to the Plan.\n\n            (s) \"Option Agreement\" means an agreement between the Company and an\nOptionee evidencing the terms and conditions of an individual Option grant. The\nOption Agreement is subject to the terms and conditions of the Plan.\n\n            (t) \"Optioned Stock\" means the Common Stock subject to an Option.\n\n            (u) \"Optionee\" means the holder of an outstanding Option granted\nunder the Plan.\n\n            (v) \"Parent\" means a \"parent corporation,\" whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n            (w) \"Plan\" means this 2000 Stock Plan.\n\n            (x) \"Rule 16b-3\" means Rule 16b-3 of the Exchange Act or any\nsuccessor to Rule 16b-3, as in effect when discretion is being exercised with\nrespect to the Plan.\n\n            (y) \"Section 16(b)\" means Section 16(b) of the Exchange Act.\n\n            (z) \"Service Provider\" means an Employee, Director or Consultant.\n\n            (aa) \"Share\" means a share of the Common Stock, as adjusted in\naccordance with Section 12 of the Plan.\n\n            (bb) \"Subsidiary\" means a \"subsidiary corporation\", whether now or\nhereafter existing, as defined in Section 424(f) of the Code.\n\n        3. Stock Subject to the Plan. Subject to the provisions of Section 12 of\nthe Plan, the maximum aggregate number of Shares that may be optioned and sold\nunder the Plan is 3,000,000 Shares. The Shares may be authorized, but unissued,\nor reacquired Common Stock.\n\n        If an Option expires or becomes unexercisable without having been\nexercised in full, the unpurchased Shares which were subject thereto shall\nbecome available for future grant or sale under the Plan (unless the Plan has\nterminated); provided, however, that Shares that have actually been issued under\nthe Plan, upon exercise of an Option, shall not be returned to the Plan and\nshall not become available for future distribution under the Plan.\n\n        4. Administration of the Plan.\n\n            (a) Procedure.\n\n                (i) Multiple Administrative Bodies. Different Committees may\nadminister the Plan with respect to different groups of Service Providers.\n\n\n                                      -3-\n   4\n\n                (ii) Section 162(m). To the extent that the Administrator\ndetermines it to be desirable to qualify Options granted hereunder as\n\"performance-based compensation\" within the meaning of Section 162(m) of the\nCode, the Plan shall be administered by a Committee of two or more \"outside\ndirectors\" within the meaning of Section 162(m) of the Code.\n\n                (iii) Rule 16b-3. To the extent desirable to qualify\ntransactions hereunder as exempt under Rule 16b-3, the transactions contemplated\nhereunder shall be structured to satisfy the requirements for exemption under\nRule 16b-3.\n\n                (iv) Other Administration. Other than as provided above, the\nPlan shall be administered by (A) the Board or (B) a Committee, which committee\nshall be constituted to satisfy Applicable Laws.\n\n            (b) Powers of the Administrator. Subject to the provisions of the\nPlan, and in the case of a Committee, subject to the specific duties delegated\nby the Board to such Committee, the Administrator shall have the authority, in\nits discretion:\n\n                (i) to determine the Fair Market Value in accordance with\nSection 2(m) of the Plan;\n\n                (ii) to select the Service Providers to whom Options may be\ngranted hereunder;\n\n                (iii) to determine the number of shares of Common Stock to be\ncovered by each Option granted hereunder;\n\n                (iv) to approve forms of agreement for use under the Plan;\n\n                (v) to determine the terms and conditions, not inconsistent with\nthe terms of the Plan, of any Option granted hereunder. Such terms and\nconditions include, but are not limited to, the exercise price in accordance\nwith Section 9(a), the time or times when Options may be exercised (which may be\nbased on performance criteria), any vesting acceleration or waiver of forfeiture\nrestrictions, and any restriction or limitation regarding any Option or the\nshares of Common Stock relating thereto, based in each case on such factors as\nthe Administrator, in its sole discretion, shall determine;\n\n                (vi) to construe and interpret the terms of the Plan and awards\ngranted pursuant to the Plan;\n\n                (vii) to prescribe, amend and rescind rules and regulations\nrelating to the Plan, including rules and regulations relating to sub-plans\nestablished for the purpose of qualifying for preferred tax treatment under\nforeign tax laws;\n\n                (viii) to modify or amend each Option (subject to Section 14(c)\nof the Plan), including the discretionary authority to extend the\npost-termination exercisability period of Options longer than is otherwise\nprovided for in the Plan, provided that the Board may not amend any Option\n\n\n\n                                      -4-\n   5\n\nto reduce the exercise price of the option below 100% of the Fair Market Value\nper Share on the date of grant;\n\n                (ix) to authorize any person to execute on behalf of the Company\nany instrument required to effect the grant of an Option previously granted by\nthe Administrator;\n\n                (x) to make all other determinations deemed necessary or\nadvisable for administering the Plan.\n\n            (c) Effect of Administrator's Decision. The Administrator's\ndecisions, determinations and interpretations shall be final and binding on all\nOptionees and any other holders of Options.\n\n        5. Eligibility. Nonstatutory Stock Options may be granted to Service\nProviders. Incentive Stock Options may be granted only to Employees.\n\n        6. Limitations.\n\n            (a) Each Option shall be designated in the Option Agreement as\neither an Incentive Stock Option or a Nonstatutory Stock Option. However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of the Shares with respect to which Incentive Stock Options are\nexercisable for the first time by the Optionee during any calendar year (under\nall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such\nOptions shall be treated as Nonstatutory Stock Options. For purposes of this\nSection 6(a), Incentive Stock Options shall be taken into account in the order\nin which they were granted. The Fair Market Value of the Shares shall be\ndetermined as of the time the Option with respect to such Shares is granted.\n\n            (b) Neither the Plan nor any Option shall confer upon an Optionee\nany right with respect to continuing the Optionee's relationship as a Service\nProvider with the Company, nor shall they interfere in any way with the\nOptionee's right or the Company's right to terminate such relationship at any\ntime, with or without cause.\n\n            (c) The following limitations shall apply to grants of Options:\n\n                (i) No Service Provider shall be granted, in any fiscal year of\nthe Company, Options to purchase more than 500,000 Shares.\n\n                (ii) In connection with his or her initial service, a Service\nProvider may be granted Options to purchase up to an additional 500,000 Shares,\nwhich shall not count against the limit set forth in subsection (i) above.\n\n                (iii) The foregoing limitations shall be adjusted\nproportionately in connection with any change in the Company's capitalization as\ndescribed in Section 12.\n\n                (iv) If an Option is cancelled in the same fiscal year of the\nCompany in which it was granted (other than in connection with a transaction\ndescribed in Section 12), the cancelled Option will be counted against the\nlimits set forth in subsections (i) and (ii) above. For\n\n\n                                      -5-\n   6\n\nthis purpose, if the exercise price of an Option is reduced, the transaction\nwill be treated as a cancellation of the Option and the grant of a new Option.\n\n        7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall\nbecome effective upon its adoption by the Board. It shall continue in effect for\na term of ten (10) years unless terminated earlier under Section 14 of the Plan.\n\n        8. Term of Option. The term of each Option shall be stated in the Option\nAgreement. In the case of an Incentive Stock Option, the term shall be ten (10)\nyears from the date of grant or such shorter term as may be provided in the\nOption Agreement. Moreover, in the case of an Incentive Stock Option granted to\nan Optionee who, at the time the Incentive Stock Option is granted, owns stock\nrepresenting more than ten percent (10%) of the total combined voting power of\nall classes of stock of the Company or any Parent or Subsidiary, the term of the\nIncentive Stock Option shall be five (5) years from the date of grant or such\nshorter term as may be provided in the Option Agreement.\n\n        9. Option Exercise Price and Consideration.\n\n            (a) Exercise Price. The per share exercise price for the Shares to\nbe issued pursuant to exercise of an Option shall be determined by the\nAdministrator, subject to the following:\n\n                (i) In the case of an Incentive Stock Option\n\n                    (A) granted to an Employee who, at the time the Incentive\nStock Option is granted, owns stock representing more than ten percent (10%) of\nthe voting power of all classes of stock of the Company or any Parent or\nSubsidiary, the per Share exercise price shall be no less than 110% of the Fair\nMarket Value per Share on the date of grant.\n\n                    (B) granted to any Employee other than an Employee described\nin paragraph (A) immediately above, the per Share exercise price shall be no\nless than 100% of the Fair Market Value per Share on the date of grant.\n\n            (b) Waiting Period and Exercise Dates. At the time an Option is\ngranted, the Administrator shall fix the period within which the Option may be\nexercised and shall determine any conditions that must be satisfied before the\nOption may be exercised.\n\n            (c) Form of Consideration. The Administrator shall determine the\nacceptable form of consideration for exercising an Option, including the method\nof payment. In the case of an Incentive Stock Option, the Administrator shall\ndetermine the acceptable form of consideration at the time of grant. Such\nconsideration may consist entirely of:\n\n                (i) cash;\n\n                (ii) check;\n\n                (iii) promissory note;\n\n\n                                      -6-\n   7\n                (iv) other Shares which (A) in the case of Shares acquired upon\nexercise of an option, have been owned by the Optionee for more than six months\non the date of surrender, and (B) have a Fair Market Value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which said\nOption shall be exercised;\n\n                (v) consideration received by the Company under a cashless\nexercise program implemented by the Company in connection with the Plan;\n\n                (vi) a reduction in the amount of any Company liability to the\nOptionee, including any liability attributable to the Optionee's participation\nin any Company-sponsored deferred compensation program or arrangement;\n\n                (vii) any combination of the foregoing methods of payment; or\n\n                (viii) such other consideration and method of payment for the\nissuance of Shares to the extent permitted by Applicable Laws.\n\n        10. Exercise of Option.\n\n            (a) Procedure for Exercise; Rights as a Stockholder. Any Option\ngranted hereunder shall be exercisable according to the terms of the Plan and at\nsuch times and under such conditions as determined by the Administrator and set\nforth in the Option Agreement. An Option may not be exercised for a fraction of\na Share.\n\n            An Option shall be deemed exercised when the Company receives: (i)\nwritten or electronic notice of exercise (in accordance with the Option\nAgreement) from the person entitled to exercise the Option, and (ii) full\npayment for the Shares with respect to which the Option is exercised. Full\npayment may consist of any consideration and method of payment authorized by the\nAdministrator and permitted by the Option Agreement and the Plan. Shares issued\nupon exercise of an Option shall be issued in the name of the Optionee or, if\nrequested by the Optionee, in the name of the Optionee and his or her spouse.\nUntil the Shares are issued (as evidenced by the appropriate entry on the books\nof the Company or of a duly authorized transfer agent of the Company), no right\nto vote or receive dividends or any other rights as a stockholder shall exist\nwith respect to the Optioned Stock, notwithstanding the exercise of the Option.\nThe Company shall issue (or cause to be issued) such Shares promptly after the\nOption is exercised. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the Shares are issued, except as\nprovided in Section 12 of the Plan.\n\n            Exercising an Option in any manner shall decrease the number of\nShares thereafter available, both for purposes of the Plan and for sale under\nthe Option, by the number of Shares as to which the Option is exercised.\n\n            (b) Termination of Relationship as a Service Provider. If an\nOptionee ceases to be a Service Provider, other than upon the Optionee's death\nor Disability, the Optionee may exercise his or her Option within such period of\ntime as is specified in the Option Agreement to the extent that the Option is\nvested on the date of termination (but in no event later than the expiration of\nthe term\n\n                                      -7-\n   8\n\nof such Option as set forth in the Option Agreement). In the absence of a\nspecified time in the Option Agreement, the Option shall remain exercisable for\nthree (3) months following the Optionee's termination. If, on the date of\ntermination, the Optionee is not vested as to his or her entire Option, the\nShares covered by the unvested portion of the Option shall revert to the Plan.\nIf, after termination, the Optionee does not exercise his or her Option within\nthe time specified by the Administrator, the Option shall terminate, and the\nShares covered by such Option shall revert to the Plan.\n\n            (c) Disability of Optionee. If an Optionee ceases to be a Service\nProvider as a result of the Optionee's Disability, the Optionee may exercise his\nor her Option within such period of time as is specified in the Option Agreement\nto the extent the Option is vested on the date of termination (but in no event\nlater than the expiration of the term of such Option as set forth in the Option\nAgreement). In the absence of a specified time in the Option Agreement, the\nOption shall remain exercisable for twelve (12) months following the Optionee's\ntermination. If, on the date of termination, the Optionee is not vested as to\nhis or her entire Option, the Shares covered by the unvested portion of the\nOption shall revert to the Plan. If, after termination, the Optionee does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n            (d) Death of Optionee. If an Optionee dies while a Service Provider,\nthe Option may be exercised within such period of time as is specified in the\nOption Agreement (but in no event later than the expiration of the term of such\nOption as set forth in the Notice of Grant), by the Optionee's estate or by a\nperson who acquires the right to exercise the Option by bequest or inheritance,\nbut only to the extent that the Option is vested on the date of death. In the\nabsence of a specified time in the Option Agreement, the Option shall remain\nexercisable for twelve (12) months following the Optionee's termination. If, at\nthe time of death, the Optionee is not vested as to his or her entire Option,\nthe Shares covered by the unvested portion of the Option shall immediately\nrevert to the Plan. The Option may be exercised by the executor or administrator\nof the Optionee's estate or, if none, by the person(s) entitled to exercise the\nOption under the Optionee's will or the laws of descent or distribution. If the\nOption is not so exercised within the time specified herein, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n        11. Non-Transferability of Options. Unless determined otherwise by the\nAdministrator, an Option may not be sold, pledged, assigned, hypothecated,\ntransferred, or disposed of in any manner other than by will or by the laws of\ndescent or distribution and may be exercised, during the lifetime of the\nOptionee, only by the Optionee. If the Administrator makes an Option\ntransferable, such Option shall contain such additional terms and conditions as\nthe Administrator deems appropriate.\n\n        12. Adjustments Upon Changes in Capitalization, Dissolution, Merger or\nAsset Sale.\n\n            (a) Changes in Capitalization. Subject to any required action by the\nstockholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option, and the number of shares of Common Stock which have\nbeen authorized for issuance under the Plan but as to which no Options have yet\nbeen granted or which have been returned to the Plan upon cancellation or\nexpiration of an Option, as well as the price per share of Common Stock covered\nby \n\n                                      -8-\n   9\n\neach such outstanding Option, shall be proportionately adjusted for any increase\nor decrease in the number of issued shares of Common Stock resulting from a\nstock split, reverse stock split, stock dividend, combination or\nreclassification of the Common Stock, or any other increase or decrease in the\nnumber of issued shares of Common Stock effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been \"effected\nwithout receipt of consideration.\" Such adjustment shall be made by the Board,\nwhose determination in that respect shall be final, binding and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of\nstock of any class, or securities convertible into shares of stock of any class,\nshall affect, and no adjustment by reason thereof shall be made with respect to,\nthe number or price of shares of Common Stock subject to an Option.\n\n            (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Administrator shall notify each\nOptionee as soon as practicable prior to the effective date of such proposed\ntransaction. The Administrator in its discretion may provide for an Optionee to\nhave the right to exercise his or her Option until fifteen (15) days prior to\nsuch transaction as to all of the Optioned Stock covered thereby, including\nShares as to which the Option would not otherwise be exercisable. In addition,\nthe Administrator may provide that any Company repurchase option applicable to\nany Shares purchased upon exercise of an Option shall lapse as to all such\nShares, provided the proposed dissolution or liquidation takes place at the time\nand in the manner contemplated. To the extent it has not been previously\nexercised, an Option will terminate immediately prior to the consummation of\nsuch proposed action.\n\n            (c) Merger or Asset Sale. In the event of a merger of the Company\nwith or into another corporation, or the sale of substantially all of the assets\nof the Company, each outstanding Option shall be assumed or an equivalent option\nsubstituted by the successor corporation or a Parent or Subsidiary of the\nsuccessor corporation. In the event that the successor corporation refuses to\nassume or substitute for the Option, the Optionee shall fully vest in and have\nthe right to exercise the Option as to all of the Optioned Stock, including\nShares as to which it would not otherwise be vested or exercisable. If an Option\nbecomes fully vested and exercisable in lieu of assumption or substitution in\nthe event of a merger or sale of assets, the Administrator shall notify the\nOptionee in writing or electronically that the Option shall be fully vested and\nexercisable for a period of fifteen (15) days from the date of such notice, and\nthe Option shall terminate upon the expiration of such period. For the purposes\nof this paragraph, the Option shall be considered assumed if, following the\nmerger or sale of assets, the option confers the right to purchase or receive,\nfor each Share of Optioned Stock subject to the Option immediately prior to the\nmerger or sale of assets, the consideration (whether stock, cash, or other\nsecurities or property) received in the merger or sale of assets by holders of\nCommon Stock for each Share held on the effective date of the transaction (and\nif holders were offered a choice of consideration, the type of consideration\nchosen by the holders of a majority of the outstanding Shares); provided,\nhowever, that if such consideration received in the merger or sale of assets is\nnot solely common stock of the successor corporation or its Parent, the\nAdministrator may, with the consent of the successor corporation, provide for\nthe consideration to be received upon the exercise of the Option, for each Share\nof Optioned Stock subject to the Option, to be solely common stock of the\nsuccessor corporation or its Parent equal in fair market value to the per share\nconsideration received by holders of Common Stock in the merger or sale of\nassets.\n\n\n                                      -9-\n   10\n        13. Date of Grant. The date of grant of an Option shall be, for all\npurposes, the date on which the Administrator makes the determination granting\nsuch Option, or such other later date as is determined by the Administrator.\nNotice of the determination shall be provided to each Optionee within a\nreasonable time after the date of such grant.\n\n        14. Amendment and Termination of the Plan.\n\n            (a) Amendment and Termination. The Board may at any time amend,\nalter, suspend or terminate the Plan, provided that the Board may not amend the\nPlan to permit the grant of any Option with an exercise price below 100% of the\nFair Market Value of the Shares on the date of grant or to permit the repricing\nof any option without stockholder approval.\n\n            (b) Stockholder Approval. The Company shall obtain stockholder\napproval of any Plan amendment to the extent necessary and desirable to comply\nwith Applicable Laws.\n\n            (c) Effect of Amendment or Termination. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any Optionee,\nunless mutually agreed otherwise between the Optionee and the Administrator,\nwhich agreement must be in writing and signed by the Optionee and the Company.\nTermination of the Plan shall not affect the Administrator's ability to exercise\nthe powers granted to it hereunder with respect to Options granted under the\nPlan prior to the date of such termination.\n\n        15. Conditions Upon Issuance of Shares.\n\n            (a) Legal Compliance. Shares shall not be issued pursuant to the\nexercise of an Option unless the exercise of such Option and the issuance and\ndelivery of such Shares shall comply with Applicable Laws and shall be further\nsubject to the approval of counsel for the Company with respect to such\ncompliance.\n\n            (b) Investment Representations. As a condition to the exercise of an\nOption, the Company may require the person exercising such Option to represent\nand warrant at the time of any such exercise that the Shares are being purchased\nonly for investment and without any present intention to sell or distribute such\nShares if, in the opinion of counsel for the Company, such a representation is\nrequired.\n\n        16. Inability to Obtain Authority. The inability of the Company to\nobtain authority from any regulatory body having jurisdiction, which authority\nis deemed by the Company's counsel to be necessary to the lawful issuance and\nsale of any Shares hereunder, shall relieve the Company of any liability in\nrespect of the failure to issue or sell such Shares as to which such requisite\nauthority shall not have been obtained.\n\n        17. Reservation of Shares. The Company, during the term of this Plan,\nwill at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n\n                                      -10-\n   11\n        18. Stockholder Approval. The Plan shall be subject to approval by the\nstockholders of the Company within twelve (12) months after the date the Plan is\nadopted. Such stockholder approval shall be obtained in the manner and to the\ndegree required under Applicable Laws.\n\n\n                                      -11-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9266],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9539,9545],"class_list":["post-38413","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-visx-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38413","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38413"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38413"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38413"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38413"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}